MODIFICATION TO LOAN AGREEMENT

BY AND BETWEEN CHURCH LOANS &INVESTMENTS TRUST

AND AMARILLO NATIONAL BANK

DATED DECEMBER 31, 2002

          This Modification of Loan Agreement is entered into on the date hereinafter set forth
     by and between  CHURCH LOANS  &INVESTMENTS  TRUST ("the Trust") and AMARILLO  NATIONAL
     BANK  ("the  Bank")  hereby  modifying,  amending  and  supplementing  certain  terms  and
     conditions  of that certain Loan  Agreement  entered into by and between the Trust and the
     Bank dated December 31, 2002 ("the Loan Agreement").

R E C I T A L S:

          1.   Pursuant to the Loan  Agreement,  the Bank has  extended a line of credit to the
               Trust in an amount not to exceed $20,000,000.

          2.   Such line of credit is represented by a Promissory  Note dated December 31, 2002
               in the amount of $20,000,000, a copy of which is attached hereto as Exhibit "A",
               ("the $20,000,000 Note") and is secured by a pledge of Qualified Collateral,  as
               defined in the Loan  Agreement,  pursuant to the Loan Agreement and that certain
               Security   Agreement  dated  December  31,  2002  ("the   $20,000,000   Security
               Agreement").

          3.   The Trust and the Bank have agreed,  subject to the terms and conditions of this
               Modification  Agreement,  to  increase  the  amount  of the line of credit by an
               additional  $4,000,000 thereby making the total indebtedness subject to the Loan
               Agreement  and  owing  by the  Trust to the  Bank  equal to a sum not  exceeding
               $24,000,000.

A G R E E M E N T:

          NOW,  THEREFORE,  the Bank and the  Trust  do  hereby  agree  to  amend,  modify  and
     supplement the Loan Agreement in the following regards:

          1.   The Loan Agreement is hereby modified, in its entirety, to refer, as of the date
               hereof,  to an  extension of credit by the Bank to the Trust in an amount not to
               exceed  $24,000,000.The  Trust shall pay to the Bank a one-time servicing fee of
               $25,000 upon the execution of this Modification.

          2.   The additional  extension of credit by the Bank to the Trust in an amount not to
               exceed  $4,000,000  shall be  evidenced  by a  separate  Promissory  Note  ("the
               $4,000,000  Note") in the form similar to that set forth on Exhibit "B" attached
               hereto  and made a part  hereof  for all  purposes,  with  blanks  appropriately
               completed,  being  payable as set forth  therein and bearing  interest at a rate
               equal to .75% per annum less than the J.P. Morgan Chase

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               & Co.,  Inc.'s prime  lending  rate  adjusted  daily.  The  $20,000,000  Note
               together  with  the  $4,000,000  Note  shall  represent  the  maximum  principal
               commitment of the Bank.

          3.   The term "Note" or "Notes" as used in the Loan Agreement  shall,  as of the date
               hereof,  refer to both the  $20,000,000  Note and the  $4,000,000  Note. For all
               purposes of the Loan  Agreement as modified  hereby,  all terms,  covenants  and
               provisions  applicable to the extension of credit by the Bank to the Trust shall
               be  construed  as if the  $20,000,000  Note  and the  $4,000,000  Note  were one
               indebtedness in an amount not to exceed $24,000,000.

          4.   Section 1.4(b) of the Loan Agreement is hereby modified to provide as follows:

                    (b)  At maturity of any Note then evidencing the debt created hereunder, if
                         the  commitment  of the Bank is  extended  as  provided  in  paragraph
                         1.1(c),  the Trust shall  execute and deliver to the Bank a subsequent
                         Note in terms identical to Exhibit "A" attached hereto and made a part
                         hereof  for all  purposes,  except  that each such Note shall bear the
                         date of issue and recite  appropriate  dates and renewal data, if any,
                         and shall be in the  amount of  $24,000,000.  Each such  renewal  Note
                         shall  evidence  loans  made and  outstanding  hereunder  prior to the
                         maturity date of such renewal Note,  which date shall be determined by
                         mutual  agreement  of the Trust and the Bank.  There shall be endorsed
                         upon  each  such  subsequent  Note,  to  evidence  the  first  Advance
                         thereunder, the principal balance outstanding hereunder at the time of
                         issue.  Upon  acceptance  of same by the Bank,  each such renewal Note
                         shall be  subject  to all terms  hereof and shall be deemed the "Note"
                         hereunder.

          5.   All  advances  made  pursuant  to  the  $4,000,000   Note  shall  be  considered
               "subsequent  advances" or  "subsequent  closings"  under the Loan  Agreement and
               shall  be  made  pursuant  to  the  terms  and  conditions  applicable  to  such
               "subsequent advances" or "subsequent closings", with the exception that prior to
               the initial advance of funds representing an advance of the $4,000,000 Note, the
               Bank shall have received from the Trust's legal counsel in connection  with this
               transaction,  addressed  to the Bank,  a  favorable  opinion in form,  scope and
               substance satisfactory to the Bank:

                    (a)  to the effect that the Trust is a duly  organized  and  existing  real
                         estate  investment  trust in good standing under the laws of the State
                         of Texas and has the power and  authority  to own its  property and to
                         carry  on its  business  as set  forth  in  paragraph  2.3 of the Loan
                         Agreement;

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                    (b)  to  the  effect  that  this  Modification   Agreement  has  been  duly
                         authorized,  executed  and  delivered by the Trust and  constitutes  a
                         legal valid and binding obligation of the Trust,  enforceable  against
                         the Trust in accordance with its terms;

                    (c)  to the effect that the  $4,000,000  Note delivered by the Trust to the
                         Bank has been duly authorized, executed and delivered by the Trust and
                         constitutes  the legal,  valid and  binding  obligation  of the Trust,
                         enforceable against the Trust in accordance with its terms;

                    (d)  to the effect that the  $4,000,000  Note is secured by valid,  binding
                         and  enforceable  first  liens  in favor of the  Bank,  subject  to no
                         rights,  equities or  encumbrances  outstanding  in favor of any party
                         other than Bank which are or could  become  prior to or on parity with
                         Bank's  liens,  on all  Collateral  (including  where such  Collateral
                         constitutes  notes  receivable,  the real  estate or other  collateral
                         securing  such notes  receivable)  that has been  pledged as  security
                         therefor pursuant to Section 5 of the Loan Agreement;

                    (e)  to the effect that no action of, or filing with, any  governmental  or
                         public body or  authority  is required to  authorize,  or is otherwise
                         required in connection  with, the execution,  delivery and performance
                         by the Trust of this Modification Agreement or the $4,000,000 Note;

                    (f)  to the effect that it is not necessary in connection with the delivery
                         of the $4,000,000  Note under the  circumstances  contemplated by this
                         Agreement to register such Note under the  Securities  Act of 1933, as
                         amended  and then in effect,  or to qualify  an  indenture  in respect
                         thereof under the Trust  Indenture Act of 1939, as amended and then in
                         effect,  and that if Bank  should in the future deem it  expedient  to
                         sell the Note (or any Note  delivered in exchange  therefor as in such
                         Note or in the Loan Agreement permitted),  which the Bank does not now
                         contemplate  or  foresee,  such  sale  would  not  of  itself  require
                         registration  of  such  Note  under  said  Securities  Act of  1933 or
                         qualification of an indenture in respect of such Note under said Trust
                         Indenture  Act,  provided  that at the time of such  sale,  such  Bank
                         neither  controls,  nor is controlled  by, nor is under common control
                         with,  the  Trust,  either  directly  or  indirectly,  or, if any such
                         control then exists, that such sale is not made through an underwriter
                         as defined in said Securities Act of 1933;

                    (g)  as to such other matters incident to the transactions  contemplated by
                         this Modification Agreement as the Bank may reasonably desire;

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                    (h)  to the  effect  that  neither  the  execution  and  delivery  of  this
                         Modification  Agreement,  the consummation of the transactions  herein
                         contemplated, the fulfillment of the terms hereof, nor compliance with
                         the  provisions  hereof  and  of the  $4,000,000  Note  or the  entire
                         indebtedness in an amount not to exceed  $24,000,000  will result in a
                         breach of any of the terms, conditions or provisions of, or constitute
                         a default under,  or result in the creation or imposition of any lien,
                         charge  or  encumbrance  of  any  nature  whatsoever  upon  any of the
                         properties  or  assets  of the  Trust  pursuant  to the  terms  of the
                         Declaration  of Trust dated  February  22,  1963,  as amended,  or the
                         bylaws of the Trust,  or any  agreement  or  instrument  of which such
                         counsel (having made inquiry with respect  thereto) has knowledge,  to
                         which the Trust is a party;

                    (i)  to the effect  that with  respect  to such  persons as shall have been
                         identified in writing to the Bank as being duly  authorized  agents or
                         officers of the Trust,  all actions  required to be taken by the Trust
                         to clothe such persons with such  authority  have been taken,  and the
                         actions of such persons as contemplated  herein will be and constitute
                         and legal, valid and binding acts of the Trust; and

                    (j)  to the effect that all conditions for lending have been met.

          6.   Section 1.6 of the Loan Agreement is hereby amended, effective as of February 1,
               2003 to read as follows:

                           1.6  Commitment Fees.  In consideration of Bank's agreement and
                  commitment to make the loans contemplated hereby, if the average quarterly
                  advanced portion of the loan is less than $10,000,000, then the Trust agrees
                  to pay to Bank for such calendar quarter a commitment fee equal to one-
                  eighth (1/8) of one percent (1%) per annum of the average quarterly
                  unadvanced portion of Bank's commitment.  If the average quarterly
                  advanced portion of the loan is in excess of $10,000,000, then there shall be
                  no non-use commitment fee for such quarter.

                           The term "average quarterly advanced portion" of the loan or
                  commitment shall mean the daily average balance of the amount of the loan
                  balance computed for a calendar quarter.  The term "average quarterly
                  unadvanced portion" of the loan or commitment shall mean the difference
                  between the average quarterly advanced portion of the loan and
                  $24,000,000.

                           Such fee shall be computed in arrears for the quarters ending March
                  31, June 30, September 30, and December 31 of each year of the Bank's
                  commitment on the basis of the average quarterly unadvanced portion of the

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                    commitment and shall be payable quarterly on January 1, April 1, July 1 and
                    October 1 of each year during the term of Bank's commitment.

          7.   It is agreed that upon execution of this Modification Agreement and prior to any
               advances  pursuant  hereto of monies under the  $4,000,000  Note, the Trust will
               execute and deliver to the Bank an additional  Security  Agreement dated January
               27, 2003  expressly  securing  the  $4,000,000  Note ("the  $4,000,000  Security
               Agreement").  It is understood and agreed that any and all collateral pledged as
               security for the line of credit  owing to the Bank by the Trust  pursuant to the
               Loan Agreement or this  Modification  Agreement (both the  $20,000,000  Security
               Agreement  and the  $4,000,000  Security  Agreement)  shall be security  for the
               entire  indebtedness not to exceed  $24,000,000  irrespective of the $20,000,000
               Note or the $4,000,000 Note.

          8.   Except as modified,  amended or supplemented herein, the Loan Agreement, and all
               its terms and conditions,  are hereby expressly ratified and confirmed and shall
               continue to be effective as originally written.

          9.   Notwithstanding  anything to the contrary contained herein, it is understood and
               agreed  that the owners of  Certificates  of  Beneficial  Interest of the Trust,
               irrespective of whether said  Certificates  of Beneficial  Interest are owned by
               any  person  in  such  person's  individual  capacity  or in any  representative
               capacity, shall not be personally liable under or by virtue of this Modification
               Agreement or under any Note executed pursuant hereto, or on any Note endorsed by
               the  Trust  and  delivered  to the Bank as  security  for  payment  of the loans
               advanced  pursuant to the Loan  Agreement or this  Modification  Agreement.  The
               foregoing  provisions shall be deemed a limitation on personal liability only to
               the extent that such  liability,  if any,  arises by virtue of the  ownership of
               said  Certificates of Beneficial  Interest.  Nothing contained in this paragraph
               shall be deemed to limit,  release or modify the liability,  if any, of any such
               owner of  Certificates of Beneficial  Interest  arising in any manner other than
               because of such ownership,  including by way of example, but not limitation, the
               liability,  if any, of any person having executed a Guaranty or of any member of
               the Board of Trust  Managers or any officer  thereof for willful  misconduct  or
               gross negligence in connection with any representation, warranty, or certificate
               made by such person in  performance  of the this  Modification  Agreement.  This
               paragraph  shall not be deemed to  create  or imply the  existence  of  personal
               liability  on the part of any person by virtue of any office or  otherwise,  but
               rather  shall be  deemed  solely  a  statement  of the  limitation  of  personal
               liability,  if any,  arising by virtue of the ownership to said  Certificates of
               Beneficial Interest.

          THIS  WRITTEN  MODIFICATION  AGREEMENT  TOGETHER  WITH  THE  WRITTEN  LOAN  AGREEMENT
     REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
     OF PRIOR,

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     CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
     AGREEMENTS BETWEEN THE PARTIES.

         DATED this 27th day of January, 2003.


TRUST:                                      CHURCH LOANS &INVESTMENTS TRUST


                                            By:      /s/ Bill McMorries      
                                                Bill R. McMorries, Chairman



BANK:                                       AMARILLO NATIONAL BANK


                                            By:    /s/ Brent Wade             
                                                Brent Wade, Senior Vice President

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